MERRILL LYNCH BASIC VALUE FUND INC
N-30B-2, 1994-11-08
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MERRILL
LYNCH
BASIC VALUE
FUND, INC.



FUND LOGO



Quarterly Report     September 30, 1994




This report is not authorized for use as an offer of sale
or a solicitation of an offer to buy shares of the Fund
unless accompanied or preceded by the Fund's current
prospectus. Past performance results shown in this report
should not be considered a representation of future
performance. Investment return and principal value of
shares will fluctuate so that shares, when redeemed,
may be worth more or less than their original cost.





Merrill Lynch
Basic Value Fund, Inc.
Box 9011
Princeton, NJ
08543-9011
<PAGE>


MERRILL LYNCH BASIC VALUE FUND, INC.



TO OUR SHAREHOLDERS

Concerns of increasing inflationary pressures continued to 
prompt volatility in the US stock and bond markets during 
the September quarter. In addition, the weakness of the US 
dollar in foreign exchange markets prolonged stock and
bond market declines during July. While the immediate concerns
regarding the US dollar had diminished by late July, the
possibility of continued tightening by the Federal Reserve Board
persisted for most of the period. However, a lower-than-expected
rate of growth reported for the US economy during the second
calendar quarter allayed inflationary concerns to some degree,
despite the fifth increase in short-term interest rates made by
the central bank in mid-August. Inflationary expectations 
surfaced again with the announcement of significant upward 
revisions in industrial production and capacity utilization 
for the May-July period. When the central bank did not raise 
short-term interest rates at the late September Federal Open 
Market Committee meeting, financial markets rallied on the 
expectation that the US economy was not overheating and 
therefore significant further monetary policy tightening 
would not be necessary.

Despite the stronger-than-expected industrial production results,
other economic data suggest that while the economic recovery is
continuing, it is losing some momentum. Consumer spending is
increasing, but at a relatively slow pace, and existing home
sales may have peaked. Inflation remains subdued at the retail
level. In the industrial sector, the sharp increase in
manufacturing production in August was largely the result of a
strong increase in motor vehicle assemblies, which may level off
in the weeks ahead. On balance, it appears that the growth in US
industry is progressing at a steady, modest rate.

Despite evidence of a moderating trend in the US economy,
Chairman Greenspan indicated in his July Humphrey-Hawkins
testimony that the central bank would prefer to err on the side
of too much monetary tightening rather than too little. In the
weeks ahead, investors will continue to assess economic data and
inflationary trends in order to gauge whether further increases
in short-term interest rates are imminent. Continued indications
of moderate and sustainable levels of economic growth would be
positive for the US capital markets.
<PAGE>
Portfolio Matters
Security purchases in the quarter ended September 30, 1994 
amounted to $131 million while equity sales totaled $99 million. 
New assets invested in the Fund during the period totaled $61 
million. At quarter-end, the Fund's cash position was approxi-
mately 19%, about the same level as the beginning of the 
quarter.

There were no new additions to, or deletions from, the portfolio 
during the September quarter (Kmart Corp. Pfd. P was redeemed), 
and our trading activity, modest by recent standards, was focused 
entirely on existing positions. In all, we increased holdings in 
18 stocks while reducing commitments in eight issues.

The largest increase during the September quarter was in Deere &
Co., which is now our fourth largest holding. The stock has been
under pressure since hitting a peak in excess of $90 a share in
the first quarter of 1994, despite worthwhile earnings progress
and an unexpected dividend increase. Down over 20% from its high 
and selling at ten times fiscal 1994's earnings estimate and at 
about nine times fiscal 1995's projection, we believe it provides 
excellent value and a favorable risk/reward potential.

We continued to build the Atlantic Richfield Co. and GTE Corp.
holdings which were new purchases in the June quarter, and we
also significantly increased the Chevron Corp. position. With the
increase in Atlantic Richfield Co. and Chevron Corp., the overall
energy-related holdings exceeded 14% of net assets, our largest
industry commitment.

On the sell side, we substantially reduced our position in ITT 
Corp. from about a 3% portfolio weighting to a 2% holding. At 
the end of June, the stock was our second largest holding and 
is now the ninth largest. This company, in partnership with 
Cablevision Systems Corp., agreed to acquire Madison Square
Garden from Viacom Inc. for what we consider an excessive 
price. Also, there has been conjecture that ITT Corp. is 
interested in bidding for NBC, which General Electric Co. 
has up for sale. Thus, it appears that ITT Corp. is interested 
in pursuing truly long-term growth at the possible expense of 
nearby earnings progress. Accordingly, while we still feel 
the stock has favorable long-term potential, we are more 
comfortable at a 2% holding rather than 3%. Finally, the accom-
plished sales provided us with a 50% profit.
<PAGE>
We also sold a major portion of Lockheed Corp. following the 
run-up on the announcement of its intention to merge with 
Martin Marietta Corp. The last major sale in the September 
quarter was an approximate 25% reduction in Union Carbide Corp. 
at a better than 100% gain. We had initially purchased this stock 
when it was controversial and unpopular. The company has delivered 
excellent performance, and the stock now has fairly broad 
sponsorship. We felt it prudent to secure profits as the stock 
rose.

In Conclusion
At the end of 1992 our cash position was 8%. Since then, cash
increased to about 20% of net assets in September of 1993 and has
remained in that general area since as we have been espousing
caution and stressing historically high valuation levels.

The stock market averages continue to mask a high degree of
overall volatility and underlying weakness. One study shows that
42% of all stocks have corrected 20% or more from their 52-week
highs.

As always your Fund's portfolio remains undervalued, with a gross
yield of 3.5% for the Fund's average common stock holding
compared with 2.5% for the Standard & Poor's 500 Composite
average and a price/earnings ratio of 14 times estimated 1994 
profits compared with 18 times for the S&P 500. Also the price/book 
value ratio for the average Fund holding, 1.65 times, is less than 
half that of the overall stock market.

Thank you for your investment in Merrill Lynch Basic Value Fund,
Inc., and we look forward to reviewing our outlook and strategy
with you again in our upcoming semi-annual report to
shareholders.

Sincerely,


(Arthur Zeikel)
Arthur Zeikel
President


(Paul M. Hofmann)
Paul M. Hoffmann
Vice President and Portfolio Manager


October 10, 1994
<PAGE>


OFFICERS AND DIRECTORS

Arthur Zeikel, President and Director
Donald Cecil, Director
M. Colyer Crum, Director
Edward H. Meyer, Director
Jack B. Sunderland, Director
J. Thomas Touchton, Director
Terry K. Glenn, Executive Vice President
Norman R. Harvey, Executive Vice President
Donald C. Burke, Vice President
Paul M. Hoffmann, Vice President and Portfolio Manager
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary


Custodian
National Westminster Bank NJ
10 Exchange Place
Jersey City, New Jersey 07302

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 637-3863


PERFORMANCE DATA


None of the past results shown should be considered a
representation of future performance. Investment return
and principal value of Class A and Class B Shares will fluctuate
so that shares, when redeemed, may be worth more or less than 
their original cost. "Results of a $1,000 Investment Since Inception"
chart below measures performance since inception and may not reflect 
results of investments made at any other time.


Results of a $1,000 Investment Since Inception--Class A Shares

GRAPHIC MATERIAL APPEARS HERE.
SEE APPENDIX GRAPHIC AND IMAGE MATERIAL ITEM 1.
<PAGE>


<TABLE>
Recent Performance Results 
<CAPTION>
                                                                                                          12 Month     3 Month
                                                                       9/30/94     6/30/94     9/30/93    % Change    % Change
<S>                                                                   <C>        <C>         <C>            <C>          <C>
ML Basic Value Fund Class A Shares*                                     $23.04     $23.17      $23.71       + 1.19%(1)   +2.41%(2)
ML Basic Value Fund Class B Shares*                                      22.78      22.87       23.47       + 1.11(1)    +2.61(2)
Dow Jones Industrial Average**                                        3,843.19   3,624.96    3,555.12       + 8.10       +6.02
Standard & Poor's 500 Index**                                           462.69     444.27      458.93       + 0.82       +4.15
ML Basic Value Fund Class A Shares--Total Return*                                                           + 4.01(3)    +3.85(4)
ML Basic Value Fund Class B Shares--Total Return*                                                           + 2.96(5)    +3.58(6)
Dow Jones Industrial Average--Total Return**                                                                +11.07       +6.74
Standard & Poor's 500 Index--Total Return**                                                                 + 3.70       +4.92

<FN>
(1)Percent change includes reinvestment of $0.943 per share capital gains distributions.
(2)Percent change includes reinvestment of $0.685 per share capital gains distributions.
(3)Percent change includes reinvestment of $0.651 per share ordinary income dividends and 
   $0.943 per share capital gains distributions.
(4)Percent change includes reinvestment of $0.333 per share ordinary income dividends and 
   $0.685 per share capital gains distributions.
(5)Percent change includes reinvestment of $0.426 per share ordinary income dividends and 
   $0.943 per share capital gains distributions.
(6)Percent change includes reinvestment of $0.222 per share ordinary income dividends and 
   $0.685 per share capital gains distributions.
  *Investment results shown do not reflect sales charges; results shown would be lower if 
   a sales charge was included.
 **An unmanaged broad-based index comprised of common stocks. Total investment returns for 
   unmanaged indexes are based on estimates.
</TABLE>




PERFORMANCE DATA (concluded)

<TABLE>
Performance Summary--Class A Shares
<CAPTION>
                                                               Net Asset Value          Capital Gains
Period Covered                                               Beginning    Ending         Distributed    Dividends Paid*  % Change**
<C>                                                           <C>         <C>            <C>              <C>             <C>
7/1/77-12/31/77                                               $ 9.60      $ 9.91             --               --          + 3.23%
1978                                                            9.91        9.61         $ 0.270          $ 0.490         + 4.65 
1979                                                            9.61       11.46           0.460            0.550         +31.24
1980                                                           11.46       12.46           0.940            0.600         +23.92
1981                                                           12.46       10.62           1.370            0.690         + 1.12
1982                                                           10.62       12.28           0.310            0.680         +28.25
1983                                                           12.28       14.31           0.920            0.610         +30.52
1984                                                           14.31       13.38           1.130            0.680         + 7.08
1985                                                           13.38       15.79           1.020            0.640         +32.17
1986                                                           15.79       17.06           0.860            0.580         +17.86
1987                                                           17.06       15.75           1.338            0.973         + 4.36
1988                                                           15.75       17.90           0.655            0.749         +22.73
1989                                                           17.90       19.94           0.226            0.872         +17.54
1990                                                           19.94       16.09           0.303            0.969         -13.07
1991                                                           16.09       19.36           0.272            0.772         +27.23
1992                                                           19.36       20.34           0.325            0.680         +10.36
1993                                                           20.34       23.37           0.726            0.702         +22.16
1/1/94-9/30/94                                                 23.37       23.04           0.685            0.333         + 2.96
                                                                                         -------          -------
                                                                                   Total $11.810    Total $11.570

                                                                                Cumulative total return as of 9/30/94: +1,046.53%**

<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains 
  distributions at net asset value on the ex-dividend date, and do
  not include sales charge; results would be lower if sales charge 
  was included.
</TABLE>



<TABLE>
Performance Summary--Class B Shares
<CAPTION>
                                                               Net Asset Value          Capital Gains
Period Covered                                               Beginning    Ending         Distributed    Dividends Paid*  % Change**
<C>                                                           <C>         <C>            <C>              <C>             <C>
10/21/88-12/31/88                                             $18.79      $17.89         $0.352           $0.361          - 0.96%
1989                                                           17.89       19.83          0.226            0.756          +16.33
1990                                                           19.83       16.01          0.303            0.781          -13.92
1991                                                           16.01       19.25          0.272            0.583          +25.91
1992                                                           19.25       20.21          0.325            0.481          + 9.24
1993                                                           20.21       23.19          0.726            0.484          +20.93 
1/1/94-9/30/94                                                 23.19       22.78          0.685            0.222          + 2.16 
                                                                                         ------           ------
                                                                                   Total $2.889     Total $3.668

                                                                                   Cumulative total return as of 9/30/94: +68.50%**

<FN>
 *Figures may include short-term capital gains distributions.
**Figures assume reinvestment of all dividends and capital gains distributions 
  at net asset value on the ex-dividend date, and do not reflect deduction of 
  any sales charge; results would be lower if sales charge was deducted.
</TABLE>
<PAGE>



Average Annual Total Return

                               % Return Without      % Return With
                                  Sales Charge        Sales Charge**
Class A Shares*
Year Ended 9/30/94                  + 4.01%              - 2.75%
Five Years Ended 9/30/94            + 8.53               + 7.08 
Ten Years Ended 9/30/94             +14.09               +13.33 

[FN]
 *Maximum sales charge is 6.5%.
**Assuming maximum sales charge.

                                  % Return              % Return
                                Without CDSC            With CDSC**
Class B Shares*
Year Ended 9/30/94                   +2.96%               -0.92%
Five Years Ended 9/30/94             +7.41                +7.41 
Inception (10/21/88)
through 9/30/94                      +9.17                +9.17

[FN] 
 *Maximum contingent deferred sales charge is 4% and is reduced
  to 0% after 4 years.
**Assuming payment of applicable contingent deferred sales charge.



<TABLE>
SCHEDULE OF INVESTMENTS
<CAPTION>
                         Shares                                                                                          Percent of
Industry                  Held                     Stocks                                   Cost             Value       Net Assets

Discount from Book Value
<S>                    <C>          <S>                                               <C>              <C>               <C>
Metals/Non-Ferrous     1,400,000    ASARCO Inc.                                       $   35,255,430   $   46,025,000       1.1%
Insurance                800,000    Aetna Life & Casualty Co.                             35,195,218       37,100,000       0.9
Savings & Loans        1,850,000    Ahmanson (H.F.) & Co.                                 32,200,305       38,618,750       0.9
Insurance                260,000    American National Insurance Co.                        9,749,442       12,285,000       0.3
Insurance                600,000    CIGNA Corp.                                           31,341,428       36,975,000       0.9
Insurance              1,200,000    The Continental Corp.                                 35,209,839       16,200,000       0.4
Utilities--Electric    1,000,000    Entergy Corp.                                         19,799,508       23,250,000       0.5
                                                                                      --------------   --------------    --------
                                                                                         198,751,170      210,453,750       5.0
<PAGE>
<CAPTION>
Below-Average Price/Earnings Ratio
<S>                    <C>          <S>                                               <C>              <C>               <C>
Insurance                600,000    The Allstate Corp.                                    16,316,532       14,325,000       0.3
Insurance              2,000,000    American General Corp.                                34,620,231       54,250,000       1.3
Steel                  1,100,000    Bethlehem Steel Corp.                                 14,479,722       23,100,000       0.6
Banking                1,570,000    The Chase Manhattan Corp.                             35,345,175       54,361,250       1.3
Banking                2,200,000    Citicorp                                              53,771,262       93,500,000       2.2
Financial Services       800,000    Dean Witter, Discover & Co.                           20,456,508       30,100,000       0.7
Farm & Construction
  Equipment            1,600,000    Deere & Co.                                           86,587,573      109,800,000       2.6
Retail                   850,000    Federated Department Stores, Inc.                     11,478,475       19,550,000       0.5
Banking                1,150,000    First Interstate Bancorp                              53,035,168       93,293,750       2.2
Automotive             2,100,000    Ford Motor Co.                                        42,728,208       58,275,000       1.4
Automotive             1,400,000    General Motors Corp.                                  61,081,803       65,625,000       1.6
Conglomerates          1,050,000    ITT Corp.                                             49,592,052       87,543,750       2.1
Information Processing 1,450,000    International Business Machines Corp.                 91,919,846      100,775,000       2.4
Aerospace & Defense      200,000    Lockheed Corp.                                         6,827,150       13,925,000       0.3
Pharmaceutical         2,000,000    Merck & Co., Inc.                                     63,465,898       71,000,000       1.7
Hospital Management    1,500,000    National Medical Enterprises, Inc.                    15,860,263       25,687,500       0.6
Semiconductors         1,200,000    National Semiconductor Corp.                          12,091,780       18,750,000       0.4
Banking                1,650,000    NationsBank Corp.                                     68,590,392       80,850,000       1.9
Banking                1,800,000    Norwest Corp.                                         20,939,972       44,550,000       1.1
Insurance              1,400,000    PartnerRe Holdings Ltd.                               29,498,937       30,100,000       0.7
Electrical Equipment   2,800,000    Philips Electronics N.V.                              50,735,011       85,050,000       2.0
Retail                 3,100,000    Sears, Roebuck & Co.                                 114,099,842      148,800,000       3.5
Information Processing 2,200,000    Tandem Computers Inc.                                 26,902,529       35,750,000       0.9
Telecommunications     1,280,000    Telefonica de Espana, S.A. (ADR)*                     37,922,666       51,840,000       1.2
Insurance              1,600,000    Travelers Inc.                                        62,743,469       52,600,000       1.3
Steel                    800,000    USX-US Steel Group                                    21,961,346       33,500,000       0.8
Information Processing 3,300,000    Unisys Corp.                                          39,601,470       35,475,000       0.8
Aerospace & Defense      450,000    United Technologies Corp.                             22,695,049       28,181,250       0.7
Savings & Loans        1,000,000    Washington Mutual Savings Bank                        15,851,362       20,375,000       0.5
Pharmaceuticals          440,000    Zeneca Group PLC (ADR)*                               12,980,000       16,830,000       0.4
                                                                                      --------------   --------------    --------
                                                                                       1,194,179,691    1,597,762,500      38.0

<CAPTION>
Above-Average Yield 
<S>                    <C>          <S>                                               <C>              <C>               <C>
Oil/Domestic             550,000    Atlantic Richfield Co.                                54,877,750       55,481,250       1.3
Real Estate Investment
  Trust                  700,000    Avalon Properties, Inc.                               14,548,710       14,787,500       0.4
Telecommunications       800,000    Bell Atlantic Corp.                                   33,212,901       42,400,000       1.0
Pharmaceutical         1,150,000    Bristol-Myers Squibb Co.                              65,372,906       65,981,250       1.6
Oil--International     1,400,000    Chevron Corp.                                         42,750,374       58,275,000       1.4
</TABLE>
<PAGE>

<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                         Shares                                                                                          Percent of
Industry                  Held                     Stocks                                   Cost             Value       Net Assets

Above-Average Yield (concluded)
<S>                    <C>          <S>                                               <C>              <C>               <C>
Banking                  700,000    Citicorp (Pfd. P)                                 $   10,325,000   $   13,650,000       0.3%
Utilities--Electric    1,000,000    Consolidated Edison Co. of New York, Inc.             21,723,966       24,875,000       0.6
Utilities--Electric      637,500    DPL Inc.                                               6,204,369       12,431,250       0.3
Oil--International       700,000    Exxon Corp.                                           32,536,014       40,337,500       1.0
Telecommunications     2,000,000    GTE Corp.                                             62,898,314       60,750,000       1.4
Chemicals                400,000    Imperial Chemical Industries PLC (ADR)*               25,771,805       20,900,000       0.5
Real Estate Investment
  Trust                  400,000    Irvine Apartment Communities, Inc.                     7,075,747        7,150,000       0.2
Retail                 2,900,000    Kmart Corp.                                           58,326,222       51,837,500       1.2
Real Estate Investment
  Trust                  700,000    Liberty Property Trust                                14,155,230       13,912,500       0.3
Real Estate Investment
  Trust                  500,000    The Mills Corp.                                       11,734,125       10,750,000       0.3
Oil--International     1,500,000    Mobil Corp.                                           78,457,148      118,687,500       2.8
Utilities--Electric      850,000    NIPSCO Industries, Inc.                               15,883,277       23,268,750       0.6
Oil--Domestic          2,100,000    Occidental Petroleum Corp.                            43,860,194       44,100,000       1.1
Utilities--Electric    1,100,000    PECO Energy Co.                                       26,348,541       27,912,500       0.7
Tobacco                1,500,000    Philip Morris Cos. Inc.                               80,845,984       91,687,500       2.2
Utilities--Electric      850,000    Public Service Enterprise Group Inc.                  22,490,010       22,312,500       0.5
Aluminum                 250,000    Reynolds Metals Co. (Pfd. P)                          11,937,200       13,468,750       0.3
Oil--International     1,150,000    Royal Dutch Petroleum Co.                             70,562,758      123,481,250       2.9
Real Estate Investment
  Trust                1,130,000    Simon Property Group, Inc.                            25,891,365       28,956,250       0.7
Real Estate Investment
  Trust                  500,000    Summit Properties Inc.                                 9,602,500        9,625,000       0.2
Oil--International     1,000,000    Texaco Inc.                                           53,689,121       60,000,000       1.4
Utilities--Electric      400,000    Texas Utilities Co.                                   13,696,291       13,050,000       0.3
Telecommunications       800,000    U.S. West, Inc.                                       22,413,677       31,000,000       0.7
                                                                                      --------------   --------------    --------
                                                                                         937,191,499    1,101,068,750      26.2
<PAGE>
<CAPTION>
Special Situations
<S>                    <C>          <S>                                               <C>              <C>               <C>
Oil--International       705,508    The British Petroleum Co. PLC (ADR)*                  33,362,569       53,442,231       1.3
Information Processing 1,000,000    Ceridian Corp.                                        16,072,735       24,625,000       0.6
Information Processing 1,700,000    Data General Corp.                                    23,653,243       17,000,000       0.4
Information Processing 2,400,000    Digital Equipment Corp.                               97,980,371       63,600,000       1.5
Oil Services &
Equipment              2,500,000    Dresser Industries, Inc.                              49,131,722       50,625,000       1.2
Restaurants              770,800    Foodmaker, Inc.                                        9,587,860        4,432,100       0.1
Foods/Food Processing  1,100,000    General Mills, Inc.                                   60,039,860       63,525,000       1.5
Chemicals                500,000    Hercules Inc.                                         19,235,727       51,437,500       1.2
Machinery                675,000    Ingersoll-Rand Co.                                    13,619,766       23,878,125       0.5
Paper & Forest 
Products               1,000,000    International Paper Co.                               55,866,813       78,500,000       1.9
Aluminum                 125,000    Reynolds Metals Co.                                    5,292,633        7,078,125       0.2
Chemicals              1,400,000    Union Carbide Corp.                                   23,492,066       47,600,000       1.1
                                                                                      --------------   --------------    --------
                                                                                         407,335,365      485,743,081      11.5


                                    Total Stocks                                       2,737,457,725    3,395,028,081      80.7


<CAPTION>
                           Face                                                                                    
                          Amount                   Issue                                            

Short-Term Securities
<S>                    <C>          <S>                                               <C>              <C>               <C>
Commercial Paper**                  ANZ (Delaware) Inc.:
                     $50,000,000      5.79% due 11/01/1994                                49,787,111       49,787,111       1.2
                      50,000,000      4.85% due 11/04/1994                                49,764,236       49,764,236       1.1
                      50,000,000    Bank One Diversified Services Corp., 
                                    4.75% due 10/19/1994                                  49,874,653       49,874,653       1.2
                      50,000,000    Daimler-Benz AG, 4.73% due 10/12/1994                 49,921,167       49,921,167       1.2
</TABLE>
<PAGE>


<TABLE>
SCHEDULE OF INVESTMENTS (continued)
<CAPTION>
                         Face                                                                                           Percent of
                        Amount                     Issue                                   Cost             Value       Net Assets

Short-Term Securities (concluded)
<S>                    <C>          <S>                                               <C>              <C>               <C>
Commercial Paper**   $50,000,000    du Pont (E.I.) de Nemours and Co., 
(concluded)                         4.74% due 10/25/1994                              $   49,835,417   $   49,835,417       1.2%
                      78,413,000    General Electric Capital Corp., 
                                    4.95% due 10/03/1994                                  78,380,655       78,380,655       1.8
                                    Matterhorn Capital Corp.:
                      50,000,000      4.73% due 10/11/1994                                49,927,736       49,927,736       1.2
                      43,016,000      4.93% due 10/28/1994                                42,851,058       42,851,058       1.0
                                    National Australia Funding (Delaware), Inc.:
                      50,000,000      4.70% due 10/06/1994                                49,960,833       49,960,833       1.2
                      50,000,000      4.76% due 10/25/1994                                49,834,722       49,834,722       1.2
                                    Nestle AG:
                      50,000,000      4.84% due 10/27/1994                                49,818,500       49,818,500       1.2
                      50,000,000      4.86% due 11/03/1994                                49,770,500       49,770,500       1.2
                                    PHH Corp.:
                      30,000,000      4.73% due 10/07/1994                                29,972,408       29,972,408       0.7
                      50,000,000      4.92% due 10/31/1994                                49,788,167       49,788,167       1.2
                      50,000,000    Penney (J.C.) & Co., 4.75% due 10/26/1994             49,828,472       49,828,472       1.2
                      52,000,000    PepsiCo., Inc., 4.70% due 10/04/1994                  51,972,844       51,972,844       1.2


                                    Total Short-Term Securities                          801,288,479      801,288,479      19.0


Total Investments                                                                     $3,538,746,204    4,196,316,560      99.7
                                                                                      ==============
Other Assets Less Liabilities                                                                              13,006,894       0.3
                                                                                                       --------------    -------
Net Assets                                                                                             $4,209,323,454     100.0%
                                                                                                       ==============    =======
<PAGE>

Net Asset Value:  Class A--Based on net assets of $2,345,612,437 and 101,827,129 shares outstanding    $        23.04
                                                                                                       ==============
                  Class B--Based on net assets of $1,863,711,017 and 81,820,529 shares outstanding     $        22.78
                                                                                                       ==============



<FN>
 *American Depositary Receipt (ADR).
**Commercial Paper is traded on a discount basis; the interest rates shown are the discount 
  rates paid at the time of purchase by the Fund.
</TABLE>


PORTFOLIO INFORMATION


Ten Largest                               Percent of
Stock Holdings                            Net Assets

Sears, Roebuck & Co.                          3.5%
Royal Dutch Petroleum Co.                     2.9
Mobil Corp.                                   2.8
Deere & Co.                                   2.6
International Business Machines Corp.         2.4
Citicorp                                      2.2
First Interstate Bancorp                      2.2
Philip Morris Cos. Inc.                       2.2
ITT Corp.                                     2.1
Philips Electronics N.V.                      2.0


Portfolio Change for the Quarter
Ended September 30, 1994

Deletion
Kmart Corp. (Pfd. P)
<PAGE>

APPENDIX GRAPHIC AND IMAGE MATERIAL.

ITEM 1:

Results of a $1,000 Investment Since Inception--Class A Shares

(6.5% sales charge--$935 net amount invested; assuming
reinvestment of all dividends and capital gains districutions.)

A mountain chart depicting the growth of an investment in the
Fund's Class A Shares from $935 on July 1, 1977 to $10,720.06 on
September 30, 1994.




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